VAULT EDITIONS ONLINE STORE
BUSINESS TERMS AND CONDITIONS
VAULT EDITIONS ONLINE STORE – BUSINESS TERMS AND CONDITIONS
LAST UPDATED: 25 January 2022
1. ABOUT THESE TERMS
1.1 Company details. Vault Editions Ltd (“we”, “us”, “our”) operates the website https://vaulteditions.com (the “Vault Editions Online Store”). We are registered in England and Wales with company number 13046437 and we have our registered offices at 31 View Road Rainhill, Prescot, Merseyside, United Kingdom, L35 0LF. Our main trading address is Vault Editions c/o Soho Works, 2 Television Centre, 101 Wood Lane, London W12 7FR, United Kingdom.
1.2. Business customers only. These terms apply if you are buying from the Vault Editions Online Store as a business. They do not apply to consumers.
1.3. Our store. The Vault Editions Online Store is powered by Shopify. They provide us with the online e-commerce platform that allows us to sell our products to you.
1.4. Contacting us. To contact us about these terms email email@example.com.
1.5. Interpretation. In these B2B Terms: (a) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (b) unless expressly provided otherwise, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time; (c) a reference to writing or written excludes fax but not email; (d) any obligation on a party not to do something includes an obligation not to allow that thing to be done; and (e) any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. OUR CONTRACT WITH YOU
2.1. Our contract. These terms and conditions (“B2B Terms”) apply to the order by you and supply of goods and/or services by us to you through the Vault Editions Online Store (“Your Contract”). No other terms are implied by trade, custom, practice or course of dealing.
2.2. Entire agreement. Your Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in Your Contract.
2.3. Language and copy. Your Contract is made only in the English language. You should print a copy of these B2B Terms or save them to your computer for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1. You should follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods and/or services specified in the order (“Products”) subject to these B2B Terms.
3.2. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you are complete and accurate.
3.3. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been confirmed. Acceptance of your order will take place as described in clause 3.4.
3.4. Our acceptance of your order takes place when you receive an email to confirm it has been accepted, at which point Your Contract with us will come into existence. We will send you an email that confirms that the Products have been dispatched or, in the case of digital content, that they are available for download.
3.5. If we are unable to supply you with your chosen Products for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
4. OUR PRODUCTS
4.1. Certain products may be available exclusively online through the website. These products may have limited quantities.
4.2. The images on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the relevant products. The colour of your Products may vary slightly from those images.
4.3. The packaging of your Products may vary from that shown on images on our site.
4.4. We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.
5. THIRD PARTY RETAILERS
5.1. Our products may be made available via third party retailers (such as Amazon) and our website may link to these third party retailers.
5.2. If you purchase our Products from a third party retailer, your purchase will be subject to the terms of sale which are provided to you by that third party retailer, not these B2B Terms and you will not have a contract with us.
5.3. We will not be responsible for any purchases made with third party retailers or any content on their websites. If you have questions or concerns about a webpage or an order you have placed with a third party retailer, you will need to contact that third party retailer.
6. DOWNLOADABLE IMAGES
6.1. Some Products may allow you to receive and download bonus digital content (“Downloadable Images”) relating to those products for no additional charge. Where this is the case, it will be indicated on the product page and/or in the product.
6.2. We believe that the Downloadable Images are no longer protected by copyright and are in the public domain, after taking reasonable steps to determine their copyright status. However, please note that we cannot guarantee that your use of the Downloadable Images will not infringe the rights of third parties. It is your responsibility to conduct your own analysis and satisfy any copyright or other conditions for your proposed use of the Downloadable Images.
6.3. You acknowledge and agree that:
(a) you will need to provide an email address in order to receive the Downloadable Images, or you will not be able to receive them;
(b) you will not share the Downloadable Images with any third parties;
(c) you use any Downloadable Images at your own risk and we will not be liable in respect of your use of the Downloadable Images;
(d) you will cease using the Downloadable Images and will delete or destroy any copies of the Downloadable Images if we ask you to do so for any reason; and
(e) you will indemnify us and hold us harmless in respect of losses suffered or incurred by us in connection with any claim made against us in relation to actual or alleged infringement of a third party's rights including intellectual property rights arising out of or in connection with your use of the Downloadable Images.
7. RETURN AND REFUND
7.1 You may request a refund for your purchase if you notify us in accordance with this clause 7 within 14 days of your receipt of the email accepting your order.
1.1. This cancellation right does not apply in the case of:
(a) any Products you have started to download or stream already; or
(b) any Products which have been opened, unsealed or otherwise used by you already.
7.2 How to let us know. To let us know you want to change your mind, please contact us with your request to do so by email at firstname.lastname@example.org within the timeframe set out in clause 7.1 and include your order number, order date, Products to be returned, your name and your email address.
7.3. Returning a product. You have to return your Product (and any free gifts provided with it) to us without undue delay and in any event within 14 days of telling us you have changed your mind. You should post this back to us at:
Vault Editions c/o Soho Works
2 Television Centre
101 Wood Lane
London W12 7FR
7.4. You are responsible for return postage costs.
7.5. Once your return is received and inspected, we will send you an email to notify you that we have received your returned Product. We will also notify you of the approval or rejection of your refund.
7.6. If you have returned the Products to us under this clause 7 because they are faulty or mis-described, we will refund the price of the Products and will refund you on the card used by you to pay.
8. DELIVERY, TRANSFER OF RISK AND TITLE
8.1. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 15 for our responsibilities when this happens.
8.2. Delivery is complete once the Products have been delivered at the address for delivery set out in your order and the Products will be at your risk from that time.
8.3. You own the Products once we have received payment in full including all applicable delivery charges.
8.4. If we fail to deliver the Products, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
8.5. If you fail to take delivery within on the day on which we notified you that the Products were ready for delivery, we may charge you any reasonable storage and redelivery costs.
8.6. We may limit the sales of our products to particular geographical regions.
8.7. If you order Products for delivery outside the UK, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
8.8. You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
9. PRICE OF PRODUCTS AND DELIVERY CHARGES
9.1. The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, please see clause 9.4 for what happens if we discover an error in the price of Products you ordered.
9.2. Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
9.3. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
9.4. We sell a large number of Products through our site. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Products and refund you any sums you have paid.
10. HOW TO PAY
10.1. You can pay for your order by debit card, credit card or PayPal. Unless we agree otherwise with you in writing, we will not accept other payment methods.
10.3. We charge you when you place your order.
11. OUR WARRANTY FOR THE PRODUCTS
11.1. We do not warrant that the Products comply with the laws, regulations or standards outside the UK.
11.2. For Products which are services (e.g. e-books, digital images), we warrant to you that such services will be provided using reasonable care and skill.
11.3. For Products which are goods (e.g. books, prints, housewares), we provide a warranty that on delivery, they shall:
(a) subject to clause 4, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
11.4. Subject to clause 11.5, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 11.2;
(b) we are given a reasonable opportunity of examining the Products; and
(c) we ask you to do so, you return the Products to us at your cost,
(d) we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
11.5. We will not be liable for breach of the warranty set out in clause 11.2 if:
(a) you make any further use of the Products after giving notice to us under clause 11.4;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Products without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.6. We will only be liable to you for the Products’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the extent permitted by law, excluded from Your Contract.
11.8. These B2B Terms also apply to any repaired or replacement Products supplied by us to you.
12. YOUR RESPONSIBILITIES
12.1. It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Products; and
(c) you provide us with such information and materials we may reasonably require in order to supply the Products, and ensure that such information is complete and accurate in all material respects.
12.2. If our ability to provide Products is prevented or delayed by any failure by you to fulfil any obligation listed in clause 12.1, we may have to suspend or delay performance of our obligations and we will be relieved from performance of our obligations to the extent your failure prevents or delays our performance.
13. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1. References to liability in this clause 13 include every kind of liability arising under or in connection with Your Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2. Nothing in these B2B Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
13.3. We only supply the Products for internal use by your business, and we will not be liable for any onward sale or commercial use of the Products.
13.4. Subject to clause 13.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
13.5 Subject to clause 13.2, our total liability to you for all losses arising under or in connection with Your Contract will in no circumstances exceed 100% of the purchase price for the Products in your order.
13.6. You agree to indemnify us and hold us harmless in respect of losses suffered or incurred by us in connection with any claim made against us in relation to actual or alleged infringement of a third party's rights including intellectual property rights arising out of or in connection with your use of the Products.
13.7. Except as expressly stated in these B2B Terms and to the fullest extent permitted by law, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these B2B Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
14.1. Without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate Your Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of Your Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so; or
(b) you fail to pay any amount due under Your Contract on the due date for payment;
14.2. Termination of Your Contract shall not affect your or our rights and remedies that have accrued as at termination.
14.3. Any provision of Your Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. EVENTS OUTSIDE OUR CONTROL
15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under Your Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
15.2. If an Event Outside Our Control takes place that affects the performance of our obligations under Your Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under Your Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of your Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
15.3. You may cancel Your Contract if it is affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
16. COMMUNICATIONS BETWEEN US
16.1 When we refer to "in writing" in these B2B Terms, this includes email.
16.2. Any notice or other communication given by one of us to the other under or in connection with Your Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or by email.
16.3. A notice or other communication is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at the time of sending if between 9am and 5pm on a business day in the place of receipt, or at 9am the next business day in the place of receipt if sent outside those hours.
16.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.1. Assignment and transfer. We may assign or transfer our rights and obligations under Your Contract to another entity but will notify you by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under Your Contract to another person if we agree in writing.
17.2. Variation. Any variation of Your Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3. Waiver. If we do not insist that you perform any of your obligations under Your Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
17.4. Severance. Each paragraph of these B2B Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5. Third party rights. Your Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6. Governing law and jurisdiction. Your Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with Your Contract to the exclusive jurisdiction of the English courts.